Common use of Statements True and Correct Clause in Contracts

Statements True and Correct. No statement, certificate, instrument or other writing furnished or to be furnished by any PURCHASER Company or any Affiliate thereof to TARGET pursuant to this Agreement or any other document, agreement or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by any PURCHASER Company or any Affiliate thereof for inclusion in any documents to be filed by any PURCHASER Company or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. All documents that any PURCHASER Company or any Affiliate thereof is responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable Law.

Statements True and Correct. No statement, certificate, instrument or other writing furnished or to be furnished by any PURCHASER Company or any Affiliate thereof to TARGET pursuant to this Agreement or any other document, agreement or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by any PURCHASER Company or any Affiliate thereof Warrantor for inclusion in (i) the Registration Statement, (ii) the Proxy Statement, and (iii) any other documents to be filed by any PURCHASER Company or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time times such documents are filed, and, in the case of the Registration Statement, when it becomes effective and, with respect to the Proxy Statement, when first mailed to the stockholders of PFSL, be false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements therein not misleading, or, in the case of the Proxy Statement or any amendment thereof or supplement thereto, at the time of the Stockholders Meeting, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, therein in light of the circumstances under which they were made, made not misleading. All documents that any PURCHASER Company or any Affiliate thereof Warrantor is responsible for filing with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby or by the Merger Agreement will comply as to form in all material respects with the provisions of applicable Lawlaw including applicable provisions of the Securities Laws.

Statements True and Correct. No statement, certificate, representation or warranty made by the Bank nor any statement or certificate or instrument furnished as information which is Previously Disclosed or other writing furnished included in an Exhibit or Schedule by Bancshares or the Bank in connection with this Agreement nor any statement or certificate to be furnished by any PURCHASER Bancshares or the Bank to the Company or any Affiliate thereof to TARGET pursuant to this Agreement or any other documentin connection with the transactions contemplated by this Agreement, agreement or instrument referred to herein contains or will contain any untrue statement of material fact or omits or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, contained therein not misleading. None of the information supplied or to be supplied by any PURCHASER Company Bancshares or any Affiliate thereof the Bank for inclusion in any documents to be filed by with any PURCHASER Company or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time times such documents are filed, be false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, therein not misleading. All documents that any PURCHASER Company Bancshares or any Affiliate thereof the Bank is responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable Lawlaw.

Statements True and Correct. No statement, certificate, instrument or other writing furnished None of the information supplied or to be furnished supplied by Subject Company for inclusion in the Registration Statement to be filed by Parent with the SEC will, when the Registration Statement becomes effective, be false or misleading with respect to any PURCHASER Company material fact, or any Affiliate thereof to TARGET pursuant to this Agreement or any other document, agreement or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a any material fact necessary to make the statements therein, in light of the circumstances under which they were made, therein not misleading. None of the information supplied or to be supplied by any PURCHASER Subject Company or any Affiliate thereof for inclusion in the Proxy Statement to be mailed to Subject Company's shareholders in connection with the Shareholders' Meeting, and any other documents to be filed by any PURCHASER Subject Company or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, and with respect to the Proxy Statement, when first mailed to the shareholders of Subject Company, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or, in the case of the Proxy Statement or any amendment thereof or supplement thereto, at the time of the Shareholders' Meeting, be false or misleading with respect to any material fact, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of any proxy for the Shareholders' Meeting. All documents that any PURCHASER Subject Company or any Affiliate thereof is the Subject Company Subsidiaries are responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable Law.

Statements True and Correct. No statement, certificate, instrument or other writing furnished or to be furnished by any PURCHASER Company or any Affiliate thereof to TARGET pursuant to this Agreement or any other document, agreement or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by any PURCHASER Company or any Affiliate thereof First National for inclusion in the Registration Statement to be filed by FBI with the SEC will, when the Registration Statement becomes effective, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein not misleading. None of the information supplied by First National for inclusion in the Proxy Statement to be mailed to First National's shareholders in connection with the Shareholders' Meeting, and any other documents to be filed by a First National with any PURCHASER Company or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, and with respect to the Proxy Statement, when first mailed to the shareholders of First National, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or, in the case of the Proxy Statement or any amendment thereof or supplement thereto, at the time of the Shareholders' Meeting, be false or misleading with respect to any material fact, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of any proxy for the Shareholders' Meeting. All documents that any PURCHASER Company or any Affiliate thereof First National is responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable Law.

Statements True and Correct. No statement, certificate, instrument or other writing furnished or to be furnished by any PURCHASER ANB Company or any Affiliate thereof to TARGET PBF pursuant to this Agreement Agreement, including the Exhibits or Schedules hereto, or any other document, agreement or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by any PURCHASER ANB Company or any Affiliate thereof for inclusion in the Proxy Statement/Prospectus to be mailed to PBF’s stockholders in connection with the PBF Stockholders’ Meeting, and any other documents to be filed by any PURCHASER an ANB Company or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions contemplated herebyprovided for herein, will, at the respective time such documents are filed, and with respect to the Proxy Statement/Prospectus, when first mailed to the stockholders of PBF, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. All documents that any PURCHASER ANB Company or any Affiliate thereof is responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby provided for herein will comply as to form in all material respects with the provisions of applicable Law.

Statements True and Correct. No statement, certificate, instrument or other writing furnished or to be furnished by any PURCHASER Company or any Affiliate thereof to TARGET pursuant to this Agreement or any other document, agreement or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by any PURCHASER Company or any Affiliate thereof FNB for inclusion in the Registration Statement, the proxy statement/prospectus or any documents other document to be filed by any PURCHASER Company or any Affiliate thereof with the SEC or any other Regulatory Authority regulatory authority in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, and, in the case of the Registration Statement, when it becomes effective and with respect to the proxy statement/prospectus, when first mailed to BBI shareholders, be false or misleading with respect to any material factfact or omit to state any material fact necessary in order to make the statements therein not misleading, or, in the case of the proxy statement/prospectus or any supplement thereto, at the time of the BBI Shareholders' Meeting or FNB Shareholders' Meeting, be false or misleading with respect to any material fact or omit to state any material fact necessary to make correct any statement in any earlier communication with respect to the statements therein, in light solicitation of any proxy for the circumstances under which they were made, not misleadingBBI Shareholders' Meeting. All documents that any PURCHASER Company or any Affiliate thereof FNB is responsible for filing with the SEC or any Regulatory Authority other regulatory authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable Lawlaw, including applicable provisions of federal and state securities law.

Statements True and Correct. No statement, certificate, instrument or other writing furnished or to be furnished by any PURCHASER Company or any Affiliate thereof to TARGET pursuant to this Agreement or any other document, agreement or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by any PURCHASER Company or any Affiliate thereof Warrantor for inclusion in (i) the Registration Statement, (ii) the Proxy Statement, and (iii) any other documents to be filed by any PURCHASER Company or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time times such documents are filed, and, in the case of the Registration Statement, when it becomes effective and, with respect to the Proxy Statement, when first mailed to the shareholders of TSH, be false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements therein not misleading, or, in the case of the Proxy Statement or any amendment thereof or supplement thereto, at the time of the Shareholders Meeting, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, therein in light of the circumstances under which they were made, made not misleading. All documents that any PURCHASER Company or any Affiliate thereof Warrantor is responsible for filing with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby or by this Agreement will comply as to form in all material respects with the provisions of applicable Lawlaw including applicable provisions of the Securities Laws.

Statements True and Correct. No statement, certificate, instrument or other writing furnished or to be furnished by any PURCHASER Company or any Affiliate thereof to TARGET pursuant to this Agreement or any other document, agreement or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by any PURCHASER Company or any Affiliate thereof SWVA for inclusion in the Registration Statement, the Proxy Statement/Prospectus or any documents other document to be filed by any PURCHASER Company or any Affiliate thereof with the SEC or any other Regulatory Authority regulatory authority in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, and, in the case of the Registration Statement, when it becomes effective and with respect to the Proxy Statement/Prospectus, when first mailed to SWVA shareholders, be false or misleading with respect to any material factfact or omit to state any material fact necessary in order to make the statements therein not misleading, or, in the case of the Proxy Statement/Prospectus or any supplement thereto, at the time of the SWVA Shareholders' Meeting, be false or misleading with respect to any material fact or omit to state any material fact necessary to make correct any statement in any earlier communication with respect to the statements therein, in light solicitation of any proxy for the circumstances under which they were made, not misleadingSWVA Shareholders' Meeting. All documents that any PURCHASER Company or any Affiliate thereof SWVA is responsible for filing with the SEC or any Regulatory Authority other regulatory authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable Lawlaw, including applicable provisions of federal and state securities law.

Statements True and Correct. No statement, certificate, instrument or other writing furnished or to be furnished by any PURCHASER Company or any Affiliate thereof to TARGET pursuant to this Agreement or any other document, agreement or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by any PURCHASER Company or any Affiliate thereof BBI for inclusion in the Registration Statement, the proxy statement/prospectus or any documents other document to be filed by any PURCHASER Company or any Affiliate thereof with the SEC or any other Regulatory Authority regulatory authority in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, and, in the case of the Registration Statement, when it becomes effective and with respect to the proxy statement/prospectus, when first mailed to FNB shareholders, be false or misleading with respect to any material factfact or omit to state any material fact necessary in order to make the statements therein not misleading, or, in the case of the proxy statement/prospectus or any supplement thereto, at the time of the FNB Shareholders' Meeting or BBI Shareholders' Meeting, be false or misleading with respect to any material fact or omit to state any material fact necessary to make correct any statement in any earlier communication with respect to the statements therein, in light solicitation of any proxy for the circumstances under which they were made, not misleadingFNB Shareholders' Meeting. All documents that any PURCHASER Company or any Affiliate thereof BBI is responsible for filing with the SEC or any Regulatory Authority other regulatory authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable Lawlaw, including applicable provisions of federal and state securities law.

Statements True and Correct. No Neither this Agreement nor any statement, certificate, instrument or other writing furnished or to be furnished by any PURCHASER TPB Company or any Affiliate thereof to TARGET Parent pursuant to this Agreement Agreement, including the Exhibit and Schedules hereto, or any other document, agreement or instrument referred to herein herein, contains or will contain any untrue statement of material fact or omits or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by any PURCHASER TPB Company or any Affiliate thereof for inclusion in any the documents to be prepared by Parent in connection with the Transaction, including, without limitation: (a) documents to be filed by any PURCHASER Company or any Affiliate thereof with the SEC or SEC; (b) documents to be provided to the Transaction Shareholders; (c) Filings pursuant to any other Regulatory Authority state securities Laws; and (d) Filings made in connection with the transactions contemplated hereby, willobtaining of Consents from Regulatory Authorities, at the respective time at which such documents are filedfiled with a Regulatory Authority and/or at the time at which they are distributed to the Transaction Shareholders, be false contains or misleading with respect to will contain any untrue statement of a material fact, fact or omit fails to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. All documents that any PURCHASER TPB Company or any Affiliate thereof is responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby Transaction will comply as to form in all material respects with the provisions of applicable Law.

Statements True and Correct. No statement, certificate, instrument instrument, or other writing furnished or to be furnished by any PURCHASER Company or any Affiliate thereof ▇▇▇▇▇ BANK Entity to TARGET FLAG pursuant to this Agreement or any other document, agreement agreement, or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by any PURCHASER Company or any Affiliate thereof ▇▇▇▇▇ BANK Entity for inclusion in the registration statement to be filed by FLAG with the SEC in accordance with Section 8.1 will, when such registration statement becomes effective, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein not misleading. All documents that any ▇▇▇▇▇ BANK Entity is responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable Law. No documents to be filed by a ▇▇▇▇▇ BANK Entity with any PURCHASER Company or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. All documents that any PURCHASER Company or any Affiliate thereof is responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable Law.

Statements True and Correct. No statement, certificate, instrument or other writing furnished or to be furnished by any PURCHASER Company or any Affiliate thereof to TARGET pursuant to this Agreement or any other document, agreement or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by any PURCHASER Company or any Affiliate thereof BankUnited for inclusion in any documents to be filed by any PURCHASER Company the Registration Statement or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, Proxy Statement will, at in the respective time case of the Proxy Statement, when it is first mailed to the stockholders of Consumers contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which such documents statements are filedmade, not misleading or, in the case of the Registration Statement, when it becomes effective, be false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements thereintherein not misleading, or in light the case of the circumstances under which they were madeProxy Statement or any amendment thereof or supplement thereto, not misleadingat the time of the Stockholders' Meeting, be false or misleading with respect to any material fact or omit to state any material fact necessary to correct any statement or remedy any omission in any earlier communication with respect to the solicitation of any proxy for the Stockholders' Meeting. All documents that any PURCHASER Company or any Affiliate thereof BankUnited is responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable Lawlaw, including applicable provisions of the Securities Laws.

Statements True and Correct. No statement, certificate, instrument or other writing furnished or to be furnished by any PURCHASER Company or any Affiliate thereof to TARGET or any TARGET Indemnified Person pursuant to this Agreement or any other document, agreement or instrument referred to herein Ancillary Agreement contains or will contain any untrue statement of any material fact or omits or will omit to state a any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by TARGET, any PURCHASER Company or any Affiliate thereof for inclusion in any documents to be filed by any PURCHASER Company or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. All documents that any PURCHASER Company or any Affiliate thereof is responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable Law.

Statements True and Correct. No statement, certificate, instrument or other writing furnished None of the information supplied or to be furnished supplied by any PURCHASER ▇▇▇▇▇▇ Company or any Affiliate thereof regarding ▇▇▇▇▇▇ or such Affiliate for inclusion in the Registration Statement to TARGET pursuant to this Agreement or any other documentbe filed by Regions with the SEC will, agreement or instrument referred to herein contains or will when the Registration Statement becomes effective, contain any untrue statement of a material fact fact, or will omit to state a any material fact required to be stated thereunder or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by any PURCHASER ▇▇▇▇▇▇ Company or any Affiliate thereof for inclusion in any documents the Proxy Statement to be filed by any PURCHASER Company or any Affiliate thereof with the SEC or any other Regulatory Authority mailed to ▇▇▇▇▇▇'▇ stockholders in connection with the transactions contemplated hereby, Stockholders' Meeting will, at when first mailed to the respective time such documents are filedstockholders of ▇▇▇▇▇▇, be false or misleading with respect to contain any misstatement of material fact, or omit to state any material fact required to be stated thereunder or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or, in the case of the Proxy Statement or any amendment thereof or supplement thereto, at the time of the Stockholders' Meeting, omit to state any material fact required to be stated thereunder or necessary to correct any material statement in any earlier communication with respect to the solicitation of any proxy for the Stockholders' Meeting. All documents that any PURCHASER ▇▇▇▇▇▇ Company or any Affiliate thereof is responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable Law.

Statements True and Correct. No statement, certificate, instrument or other writing furnished or to be furnished by any PURCHASER Company or any Affiliate thereof to TARGET pursuant to this Agreement or any other document, agreement or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by any PURCHASER Company or any Affiliate thereof NationsBank for inclusion in any documents to be filed by any PURCHASER Company the Registration Statement or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, Proxy Statement will, at in the respective time case of the Proxy Statement, when it is first mailed to the stockholders of Charter, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which such documents statements are filedmade, not misleading or, in the case of the Registration Statement, when it becomes effective, be false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements thereintherein not misleading, or, in light the case of the circumstances under which they were madeProxy Statement or any amendment thereof or supplement thereto, not misleadingat the time of the Stockholders' Meeting, be false or misleading with respect to any material fact or omit to state any material fact necessary to correct any statement or remedy any omission in any earlier communication with respect to the solicitation of any proxy for the Stockholders' Meeting. All documents that any PURCHASER Company or any Affiliate thereof NationsBank is responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable Lawlaw, including applicable provisions of the Securities Laws.

Statements True and Correct. No statement, certificate, instrument instrument, or other writing furnished or to be furnished by any PURCHASER Company or any Affiliate thereof CFB Entity to TARGET First Deposit pursuant to this Agreement or any other document, agreement agreement, or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by any PURCHASER Company or any Affiliate thereof CFB Entity for inclusion in the registration statement to be filed by First Deposit with the SEC in accordance with Section 8.1 will, when such registration statement becomes effective, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein not misleading. All documents that any CFB Entity is responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable Law. No documents to be filed by a CFB Entity with any PURCHASER Company or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. All documents that any PURCHASER Company or any Affiliate thereof is responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable Law.

Statements True and Correct. No statement, certificate, instrument instrument, or --------------------------- other writing furnished or to be furnished by any PURCHASER Company or any Affiliate thereof CFB Entity to TARGET First Deposit pursuant to this Agreement or any other document, agreement agreement, or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by any PURCHASER Company or any Affiliate thereof CFB Entity for inclusion in the registration statement to be filed by First Deposit with the SEC in accordance with Section 8.1 will, when such registration statement becomes effective, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein not misleading. All documents that any CFB Entity is responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable Law. No documents to be filed by a CFB Entity with any PURCHASER Company or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. All documents that any PURCHASER Company or any Affiliate thereof is responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable Law.

Statements True and Correct. No statement, certificate, instrument or other writing furnished or to be furnished by any PURCHASER Company or any Affiliate thereof to TARGET pursuant to this Agreement or any other document, agreement or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by any PURCHASER Company or any Affiliate thereof Warrantor for inclusion in (i) the Registration Statement, (ii) the Proxy Statement, and (iii) any other documents to be filed by any PURCHASER Company or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time times such documents are filed, and, in the case of the Registration Statement, when it becomes effective and, with respect to the Proxy Statement, when first mailed to the shareholders of CMBC be false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements therein not misleading, or, in the case of the Proxy Statement or any amendment thereof or supplement thereto, at the time of the Shareholders Meeting, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, therein in light of the circumstances under which they were made, made not misleading. All documents that any PURCHASER Company or any Affiliate thereof Warrantor is responsible for filing with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable Lawlaw including applicable provisions of the Securities Laws.

Statements True and Correct. No statement, certificate, instrument or other writing furnished or to be furnished by any PURCHASER Company or any Affiliate thereof to TARGET pursuant to this Agreement or any other document, agreement or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by any PURCHASER Company or any Affiliate thereof Warrantor for inclusion in (i) the Registration Statement, (ii) the Proxy Statement, and (iii) any other documents to be filed by any PURCHASER Company or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time times such documents are filed, and, in the case of the Registration Statement, when it becomes effective and, with respect to the Proxy Statement, when first mailed to the stockholders of PIC and, if required by law or applicable NASDAQ listing standards, IBKC, be false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements therein not misleading, or, in the case of the Proxy Statement or any amendment thereof or supplement thereto, at the time of the Stockholders Meeting, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, therein in light of the circumstances under which they were made, made not misleading. All documents that any PURCHASER Company or any Affiliate thereof Warrantor is responsible for filing with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable Lawlaw including applicable provisions of the Securities Laws.

Statements True and Correct. No Neither this Agreement nor any statement, certificate, instrument or other writing furnished or to be furnished by any PURCHASER NCC Company or any Affiliate thereof to TARGET PB pursuant to this Agreement Agreement, including the Exhibits or any other documentSchedules hereto, agreement or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by any PURCHASER NCC Company or any Affiliate thereof for inclusion in (i) the documents to be filed with the SEC, including without limitation the S-4 Registration Statement and the Proxy Statement/Prospectus to be mailed to PB’s stockholders in connection with the PB Stockholders’ Meeting and (ii) any other documents to be filed by any PURCHASER NCC Company or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions contemplated herebyprovided for herein, will, at the respective time such documents are filed, and with respect to the Proxy Statement/Prospectus, when first mailed to the stockholders of PB, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. All documents that any PURCHASER NCC Company or any Affiliate thereof is responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby provided for herein will comply as to form in all material respects with the provisions of applicable Law.

Statements True and Correct. No statement, certificate, instrument or other writing furnished or to be furnished by any PURCHASER Company or any Affiliate thereof to TARGET pursuant to this Agreement or any other document, agreement or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by any PURCHASER Company or any Affiliate thereof Warrantor for inclusion in (i) the Registration Statement, (ii) the Proxy Statement and (iii) any other documents to be filed by any PURCHASER Company or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time times such documents are filed, and, in the case of the Registration Statement, when it becomes effective and, with respect to the Proxy Statement, when first mailed to the shareholders of FGBC be false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements therein not misleading, or, in the case of the Proxy Statement or any amendment thereof or supplement thereto, at the time of the Shareholders Meeting, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, therein in light of the circumstances under which they were made, made not misleading. All documents that any PURCHASER Company or any Affiliate thereof Warrantor is responsible for filing with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable Lawlaw including applicable provisions of the Securities Laws.

Statements True and Correct. No statement, certificate, instrument or other writing furnished or None of the information to be furnished --------------------------- supplied by SBS for inclusion in the Registration Statement to be filed by NCF with the SEC will, when the Registration Statement becomes effective, be false or misleading with respect to any PURCHASER Company material fact, or any Affiliate thereof to TARGET pursuant to this Agreement or any other document, agreement or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a any material fact necessary to make the statements therein, in light of the circumstances under which they were made, therein not misleading. None of the information supplied or to be supplied by any PURCHASER Company or any Affiliate thereof SBS for inclusion in the Proxy Statement to be mailed to SBS's stockholders in connection with the Stockholders' Meeting, and any other documents to be filed by any PURCHASER a SBS Company or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, be false or misleading and with respect to the Proxy Statement, when first mailed to the stockholders of SBS, contain any untrue statement of material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or, in the case of the Proxy Statement or any amendment thereof or supplement thereto, at the time of the Stockholders' Meeting, contain any untrue statement of material fact, or omit to state any material fact necessary to make the statement therein, in light of the circumstances under which they were made, not misleading. All documents that any PURCHASER SBS Company or any Affiliate thereof is responsible for filing with any Regulatory Authority regulatory authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable Law.

Statements True and Correct. No statement, certificate, instrument instrument, or other writing furnished or to be furnished by any PURCHASER Company or any Affiliate thereof Three Rivers Entity to TARGET FLAG pursuant to this Agreement or any other document, agreement agreement, or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by any PURCHASER Company or any Affiliate thereof Three Rivers Entity for inclusion in the registration statement to be filed by FLAG with the SEC in accordance with Section 4.3 will, when such registration statement becomes effective, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein not misleading. All documents that any Three Rivers Entity is responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable Law. No documents to be filed by a Three Rivers Entity with any PURCHASER Company or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. All documents that any PURCHASER Company or any Affiliate thereof is responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable Law.

Statements True and Correct. No statement, certificate, instrument or other writing furnished or to be furnished by any PURCHASER Company or any Affiliate thereof to TARGET pursuant to this Agreement or any other document, agreement or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by any PURCHASER Company or any Affiliate thereof Independence for inclusion in the Registration Statement, the Proxy Statement or any documents other document to be filed by any PURCHASER Company or any Affiliate thereof with the SEC or any other Regulatory Authority regulatory authority in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, and, in the case of the Registration Statement, when it becomes effective and with respect to the Proxy Statement, when first mailed to Independence shareholders, be false or misleading with respect to any material factfact or omit to state any material fact necessary in order to make the statements therein not misleading, or, in the case of the Proxy Statement or any supplement thereto, at the time of the Independence shareholders’ meeting or Independence shareholders’ meeting, be false or misleading with respect to any material fact or omit to state any material fact necessary to make correct any statement in any earlier communication with respect to the statements therein, in light solicitation of any proxy for the circumstances under which they were made, not misleadingIndependence shareholders’ meeting. All documents that any PURCHASER Company or any Affiliate thereof Independence is responsible for filing with the SEC or any Regulatory Authority other regulatory authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable Lawlaw, including applicable provisions of federal and state securities law.

Statements True and Correct. No statement, certificate, instrument instrument, or other writing furnished or to be furnished by any PURCHASER Company or any Affiliate thereof EMPIRE Entity to TARGET FLAG pursuant to this Agreement or any other document, agreement agreement, or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by any PURCHASER Company or any Affiliate thereof EMPIRE Entity for inclusion in the registration statement to be filed by FLAG with the SEC in accordance with Section 8.1 will, when such registration statement becomes effective, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein not misleading. All documents that any EMPIRE Entity is responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable Law. No documents to be filed by an EMPIRE Entity with any PURCHASER Company or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. All documents that any PURCHASER Company or any Affiliate thereof is responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable Law.

Statements True and Correct. No statement, certificate, instrument instrument, or other writing furnished or to be furnished by HCCI, any PURCHASER Company Seller or any Affiliate thereof to TARGET any of the NGTH Companies pursuant to this Agreement or any other document, agreement agreement, or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by HCCI, any PURCHASER Company Seller or any Affiliate thereof for inclusion in any documents to be filed by any PURCHASER Company HCCI or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. All documents that any PURCHASER Company HCCI or any Affiliate thereof is responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable Law.

Statements True and Correct. No statement, certificate, instrument instrument, --------------------------- or other writing furnished or to be furnished by any PURCHASER Company or any Affiliate thereof First Deposit Entity to TARGET CFB pursuant to this Agreement or any other document, agreement agreement, or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by any PURCHASER Company or any Affiliate thereof First Deposit Entity for inclusion in the registration statement to be filed by CFB with the SEC in accordance with Section 8.1 will, when such registration statement becomes effective, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein not misleading. All documents that any First Deposit Entity is responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable Law. No documents to be filed by a First Deposit Entity with any PURCHASER Company or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. All documents that any PURCHASER Company or any Affiliate thereof is responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable Law.

Statements True and Correct. No statement, certificate, instrument or other writing furnished or to be furnished by any PURCHASER Company or any Affiliate thereof to TARGET pursuant to this Agreement or any other document, agreement or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by any PURCHASER Company or any Affiliate thereof Warrantor for inclusion in (i) the Registration Statement, (ii) the Proxy Statement, and (iii) any other documents to be filed by any PURCHASER Company or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time times such documents are filed, and, in the case of the Registration Statement, when it becomes effective and, with respect to the Proxy Statement, when first mailed to the shareholders of OMNI be false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements therein not misleading, or, in the case of the Proxy Statement or any amendment thereof or supplement thereto, at the time of the Shareholders Meeting, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, therein in light of the circumstances under which they were made, made not misleading. All documents that any PURCHASER Company or any Affiliate thereof Warrantor is responsible for filing with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable Lawlaw including applicable provisions of the Securities Laws.

Statements True and Correct. No Neither this Agreement nor any statement, certificate, instrument or other writing furnished or to be furnished by any PURCHASER NCC Company or any Affiliate thereof to TARGET FFHI pursuant to this Agreement Agreement, including the Exhibits or any other documentSchedules hereto, agreement or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by any PURCHASER NCC Company or any Affiliate thereof for inclusion in (i) the documents to be filed with the SEC, including, without limitation, the Registration Statement and the Proxy Statement/Prospectus to be mailed to holders of FFHI Common Stock and (ii) any other documents to be filed by any PURCHASER NCC Company or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions contemplated herebyprovided for herein, will, at the respective time at which such documents are filed, and with respect to the Proxy Statement/Prospectus, when first mailed to the holders of FFHI Common Stock, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. All documents that any PURCHASER NCC Company or any Affiliate thereof is responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby provided for herein will comply as to form in all material respects with the provisions of applicable Law.

Statements True and Correct. No Neither this Agreement nor any statement, certificate, instrument or other writing furnished or to be furnished by any PURCHASER Progress Company or any Affiliate thereof to TARGET FPFI pursuant to this Agreement Agreement, including the Exhibits or any other documentSchedules hereto, agreement or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by any PURCHASER Progress Company or any Affiliate thereof for inclusion in (i) the Joint Proxy Statement/Offering Circular to be mailed to FPFI’s and Progress’s shareholders in connection with the FPFI Shareholders’ Meeting and the Progress Shareholders’ Meeting and (ii) any other documents to be filed by any PURCHASER an Progress Company or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions contemplated herebyprovided for herein, will, at the respective time such documents are filed, and with respect to the Joint Proxy Statement/Offering Circular, when first mailed to the shareholders of FPFI and Progress, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. All documents that any PURCHASER Company or any Affiliate thereof is responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable Law.not

Statements True and Correct. No statement(a) None of the information supplied by First Banks, certificateNewco, instrument or other writing furnished or to be furnished by any PURCHASER Company or any Affiliate thereof to TARGET pursuant to this Agreement of their affiliates in writing expressly for inclusion or incorporation by reference in the Proxy Statement (or any other documentamendment thereof or supplement thereto), agreement or instrument referred will at the date mailed to herein contains or will shareholders of Coast and at the time of the Shareholders’ Meeting, contain any untrue statement of a material fact or will omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were are made, not misleading. . (b) None of the information supplied or to be supplied by any PURCHASER Company First Banks or any Affiliate thereof Newco for inclusion in any documents document to be filed by with any PURCHASER Company or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, hereby will, at the respective time times such documents are filed, be false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, therein not misleading. All documents that any PURCHASER Company First Banks or any Affiliate thereof Newco is responsible for filing with any other Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable Lawlaws, rules and regulations.

Statements True and Correct. No statement, certificate, instrument or other writing furnished or to be furnished by any PURCHASER Company or any Affiliate thereof to TARGET pursuant to this Agreement or any other document, agreement or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by any PURCHASER Company or any Affiliate thereof BankUnited for inclusion in any documents to be filed by any PURCHASER Company the Registration Statement or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, Proxy Statement will, at in the respective time case of the Proxy Statement, when it is first mailed to the stockholders of Central contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which such documents statements are filedmade, not misleading or, in the case of the Registration Statement, when it becomes effective, be false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements thereintherein not misleading, or in light the case of the circumstances under which they were madeProxy Statement or any amendment thereof or supplement thereto, not misleadingat the time of the Stockholders' Meeting, be false or misleading with respect to any material fact or omit to state any material fact necessary to correct any statement or remedy any omission in any earlier communication with respect to the solicitation of any proxy for the Stockholders' Meeting. All documents that any PURCHASER Company or any Affiliate thereof BankUnited is responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable Lawlaw, including applicable provisions of the Securities Laws.

Statements True and Correct. No Neither this Agreement nor any statement, certificate, instrument or other writing furnished or to be furnished by any PURCHASER NCC Company or any Affiliate thereof to TARGET Landmark pursuant to this Agreement Agreement, including the Exhibits or any other documentSchedules hereto, agreement or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by any PURCHASER NCC Company or any Affiliate thereof for inclusion in (a) the documents to be filed with the SEC, including, without limitation, the S-4 Registration Statement and the Proxy Statement-Prospectus to be mailed to the holders of Landmark Common Stock, and (b) any other documents to be filed by any PURCHASER NCC Company or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions contemplated herebyprovided for herein, will, at the respective time at which such documents are filed, and with respect to the Proxy Statement-Prospectus, when first mailed to the holders of Landmark Common Stock, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. All documents that any PURCHASER NCC Company or any Affiliate thereof is responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby provided for herein will comply as to form in all material respects with the provisions of applicable Law.

Statements True and Correct. No statement, certificate, instrument instrument, or other writing furnished or to be furnished by any PURCHASER Company or any Affiliate thereof First Deposit Entity to TARGET CFB pursuant to this Agreement or any other document, agreement agreement, or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by any PURCHASER Company or any Affiliate thereof First Deposit Entity for inclusion in the registration statement to be filed by CFB with the SEC in accordance with Section 8.1 will, when such registration statement becomes effective, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein not misleading. All documents that any First Deposit Entity is responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable Law. No documents to be filed by a First Deposit Entity with any PURCHASER Company or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. All documents that any PURCHASER Company or any Affiliate thereof is responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable Law.

Statements True and Correct. No Neither this Agreement nor any statement, certificate, instrument or other writing furnished or to be furnished by any PURCHASER NCC Company or any Affiliate thereof to TARGET PCB pursuant to this Agreement Agreement, including the Exhibits or any other documentSchedules hereto, agreement or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by any PURCHASER NCC Company or any Affiliate thereof for inclusion in (a) the documents to be filed with the SEC, including, without limitation, the S-4 Registration Statement, and the Proxy Statement-Prospectus to be mailed to the holders of PCB Common Stock, and (b) any other documents to be filed by any PURCHASER NCC Company or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions contemplated herebyprovided for herein, will, at the respective time such documents are filed, and with respect to the Proxy Statement-Prospectus, when first mailed to the stockholders of PCB, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. All documents that any PURCHASER NCC Company or any Affiliate thereof is responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby provided for herein will comply as to form in all material respects with the provisions of applicable Law.

Statements True and Correct. No statement, certificate, instrument or other writing furnished or to be furnished by any PURCHASER Company or any Affiliate thereof to TARGET pursuant to this Agreement or any other document, agreement or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by any PURCHASER Company or any Affiliate thereof Sterling for inclusion in any documents to be filed by any PURCHASER Company the Registration Statement or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, Proxy Statement will, in the case of the Proxy Statement, when it is first mailed to the shareholders of First Houston, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which such statements are made, not misleading or, in the case of the Registration Statement, when it becomes effective or at the respective time such documents are filedEffective Time, be false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements thereintherein not misleading, or, in light the case of the circumstances under which they were madeProxy Statement or any amendment thereof or supplement thereto, not misleadingat the time of the Shareholders' Meeting, be false or misleading with respect to any material fact or omit to state any material fact necessary to correct any statement or remedy any omission in any earlier communication with respect to the solicitation of any proxy for the Shareholders' Meeting. All documents that any PURCHASER Company or any Affiliate thereof Sterling is responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable Lawlaw, including applicable provisions of the Securities Laws.

Statements True and Correct. No statement, certificate, instrument or other writing furnished or to be furnished by any PURCHASER Company or any Affiliate thereof to TARGET pursuant to this Agreement or any other document, agreement or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by any PURCHASER Company or any Affiliate thereof Sterling for inclusion in any documents to be filed by any PURCHASER Company the Registration Statement or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, Proxy Statement will, in the case of the Proxy Statement, when it is first mailed to the shareholders of the Company, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which such statements are made, not misleading or, in the case of the Registration Statement, when it becomes effective or at the respective time such documents are filedEffective Time, be false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements thereintherein not misleading, or, in light the case of the circumstances under which they were madeProxy Statement or any amendment thereof or supplement thereto, not misleadingat the time of the Company Shareholders' Meeting, be false or misleading with respect to any material fact or omit to state any material fact necessary to correct any statement or remedy any omission in any earlier communication with respect to the solicitation of any proxy for the Company Shareholders' Meeting. All documents that any PURCHASER Company or any Affiliate thereof Sterling is responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable Lawlaw, including applicable provisions of the Securities Laws.

Statements True and Correct. No written statement, certificate, instrument or other writing furnished or to be furnished by any PURCHASER Company or any Affiliate thereof THOMASTON FEDERAL Entity to TARGET FLAG pursuant to this Agreement or any other document, agreement or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied in writing by any PURCHASER Company or any Affiliate thereof THOMASTON FEDERAL Entity specifically for inclusion in the Registration Statement to be filed by FLAG with the SEC in accordance with Section 8.1 will, when such Registration Statement becomes effective, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein not misleading. All documents that any THOMASTON FEDERAL Entity is responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable Law. No documents to be filed by a THOMASTON FEDERAL Entity with any PURCHASER Company or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. All documents that any PURCHASER Company or any Affiliate thereof is responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable Law.